Conduct of the Company Prior to Closing Sample Clauses

Conduct of the Company Prior to Closing. Without in any way limiting any other obligations of the Company hereunder, during the period from the date hereof until the earlier of the Effective Date or the date this Agreement is terminated in accordance with its terms, the Company will use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable (i) to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, (ii) to comply with all provisions of this Agreement, and (iii) to cooperate with Purchaser in connection with the foregoing, including, without limitation, the following actions:
Sample 1
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Conduct of the Company Prior to Closing. (a) Unless the Purchaser otherwise consents in writing (which consent shall not be unreasonably withheld) and except as otherwise set forth herein or in the Company Disclosure Schedule (including Section 6.2 thereof), during the period commencing with the execution and delivery of this Agreement by all of the parties hereto and terminating upon the earlier to occur of the Closing and the termination of this Agreement pursuant to and in accordance with Section 8.1 hereof, the Company shall, and shall cause each Company Subsidiary to, (i) conduct the Business only in the usual, regular and ordinary course, (ii) use commercially reasonable efforts consistent with past practices and policies, subject to the limitations set forth herein, to keep available the services of the officers and key employees of the Company and the Company Subsidiaries, and to preserve intact the current relationships of the Company and the Company Subsidiaries with their respective customers, suppliers, distributors, and other Persons with which the Company and the Company Subsidiaries have significant business relationships as of the date hereof, (iii) use commercially reasonable efforts consistent with past practices and policies to maintain the assets and properties of the Company and the Company Subsidiaries in their current condition, normal wear and tear excepted, and (iv) maintain the books, accounts and records of the Company and the Company Subsidiaries in the usual, regular and ordinary manner, on a basis consistent with past practice.
Sample 1
Conduct of the Company Prior to Closing. Notwithstanding anything to the contrary contained in the Opco MIPA, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Section 9 below, Company shall not:
Sample 1
Conduct of the Company Prior to Closing. (a) Unless Buyer otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed) and except as otherwise contemplated by this Agreement or set forth in Section 5.1(a) of the Disclosure Schedule, during the period commencing with the execution and delivery of this Agreement and terminating upon the earlier to occur of the Closing Date and the termination of this Agreement pursuant to and in accordance with Section 10.1 (the “Pre-Closing Period”), the Company shall (i) conduct the Business in the ordinary course consistent with past practices and in compliance with all applicable Law and (ii) use commercially reasonable efforts, consistent with past practices and policies, to (A) maintain the assets and properties of the Company in their current condition, normal wear and tear excepted, (B) keep available the services of its current officers and employees and preserve its relationships with employees, customers, suppliers, Governmental Authorities and others having business dealings with the Company, and (C) continue to conduct all ongoing clinical and pre-clinical trials in accordance with the terms thereof in effect on the date hereof.
Sample 1
Conduct of the Company Prior to Closing 
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Related to Conduct of the Company Prior to Closing

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:

  • Conduct Prior to the Closing 35 5.1 Conduct of Business of the Company.............................................................35

  • Conduct Prior to Closing Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:

  • Conduct Prior to the Closing Date Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

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